Exhibit 10.16


 


RESTRICTED STOCK AGREEMENT


 


Agreement dated and effective as of October 19, 2009 (the “Grant
Date”), between The Toro Company, a Delaware corporation (“Toro”), and Judy
Altmaier (“you”) setting forth the terms and conditions of the grant to you of
a restricted stock award (the “Award”) consisting of 4,752 shares of Toro
common stock, par value $1.00 per share (“Award Shares”).


 


1.        Vesting
and Forfeiture.  Your right to retain the
Award Shares is subject to you remaining an employee of Toro (or one of its
subsidiaries) for a period of three years following the Grant Date (the
“Vesting Date”).  Except as otherwise
provided in Section 4 below, if you terminate your employment with Toro
(or one of its subsidiaries) for any reason prior to the Vesting Date, then you
will forfeit all of the Award Shares. 
Your absence on leave or other interruption in your performance of
services prior to the Vesting Date will not be deemed a termination of
employment with Toro for purposes of this agreement if approved by Toro’s
Compensation & Human Resources Committee.


 


2.        Shareholder Status.  Unless and until your Award Shares are
forfeited, you will have the right to receive cash dividends on the Award
Shares and to vote the Award Shares.  If
you forfeit the Award Shares, at the same time you will forfeit your right to
receive future cash dividends on Award Shares and vote the Award Shares.  Except for the rights set forth in this Section 2,
you shall have no rights as a shareholder of Toro with respect to the Award
Shares until your interest in the Award Shares vests and becomes
non-forfeitable.


 


3.        Issuance of Shares.  Toro will issue the Award Shares in book
entry in your name.  Toro’s Vice
President, Secretary and General Counsel will direct Toro’s transfer agent not
to honor any requests by you to transfer the Award Shares or to issue a
physical stock certificate representing such Award Shares and any distributions
made with respect to such Award Shares (other than ordinary cash dividends)
until such time that your interest in the Award Shares becomes
non-forfeitable.  As soon as practicable
after the Vesting Date, Toro will direct its transfer agent to honor any
requests thereafter by you to transfer the Award Shares or to issue a physical
stock certificate representing such Award Shares.  If the Award Shares are forfeited under Section 1
above, the Award Shares will automatically revert back to Toro.


 


4.        Termination of Employment by Reason of
Death, Disability or Retirement.


 


(a)           Disability or Death. 
If you become disabled or die prior to the Vesting


 

















 


Date,
the Award Shares will vest immediately prior to the date of your termination of
employment by reason of such disability or death.


 


(b)           Retirement.  If you
cease to be an employee by reason of retirement prior to the Vesting Date, the
Award Shares will be forfeited.


 


5.        No
Transfer.  You may not transfer this
Award other than by will or applicable laws of descent and distribution.


 


6.        Non-Compete.  Notwithstanding any other provision of this
agreement, if during your employment with Toro or for one year after you
terminate employment with or performance of services to Toro (or its
subsidiaries), for any reason including by reason of retirement, you (a) are
employed or retained by, or render services to, any organization that directly
or indirectly competes with or becomes competitive with Toro (or any of its
subsidiaries), or if the rendering of such services is prejudicial to or in
conflict with the interests of Toro (or any of its subsidiaries), or (b) you
violate any confidentiality agreement or agreement governing the ownership or
assignment of intellectual property rights with Toro (or any of its
subsidiaries), or (c) you engage in any other conduct or act determined to
be injurious, detrimental or prejudicial to any interest of Toro (or any of its
subsidiaries), Toro shall have the right to the return of the Award Shares or
the economic value of the Award Shares, provided that this provision shall not
be applicable in the event of a Change of Control (as defined in Section 7
below).


 


7.        Change
of Control.  The restrictions applicable
to the Award Shares will vest in full and become non-forfeitable if there is a
Change of Control (as defined in The Toro Company 2000 Stock Option Plan, as
amended, at the date of such event) of Toro.


 


8.        Section 83(b) Election.  You hereby acknowledge that you have been
informed that, with respect to the grant of the Award and within 30 days of the
Grant Date, you may file an election with the Internal Revenue Service electing
pursuant to Section 83(b) of the Internal Revenue Code of 1986, as
amended (the “Code”) to be taxed currently on the fair market value of the
Award on the Grant Date.  You further
acknowledge that it is your sole responsibility to timely file the election under
Section 83(b) of the Code if you choose to make such an
election.  You should consult your
personal tax or financial advisor with any questions regarding whether to make
a Section 83(b) election.  If
you make such an election, you agree to promptly provide Toro with a copy of
the election form.


 


9.        Withholding Taxes.  Toro has the right to withhold and
deduct all legally required amounts necessary to satisfy any and all federal,
foreign, state or local taxes of any kind attributable to the receipt of the
Award, the receipt of dividends or distributions on Award Shares or the lapse
or termination of the restrictions applicable to the Award Shares.  Such amounts may be withheld and deducted
from (a) your future wages (or from other amounts that may owed to you by
Toro) or (b) shares of Toro common stock 


 

















 


from
the Award Shares issued or otherwise issuable to you in connection with this
Award.  If Toro common stock is
withheld or surrendered to satisfy tax withholding, such stock will be valued
at its fair market value as of the date it is withheld or surrendered.


 


10.      Governing
Law.  This agreement shall be construed,
administered and governed in all respects under and by the applicable laws of
the State of Delaware, excluding any conflicts or choice of law rule or
principle that might otherwise refer construction or interpretation to the
substantive law of another jurisdiction.


 


11.      Non-Negotiable Terms. 
The terms of this Award are not negotiable, but you may refuse to accept
this Award by notifying Toro’s Vice President, Secretary and General Counsel in
writing.


 

















 


IN WITNESS WHEREOF, this agreement has been executed
and delivered by The Toro Company effective as of the Grant Date.


 


 


	
  October 19,
  2009

  	
  By:

  	
  /s/
  Michael S. Hoffman

  
	
   

  	
   

  	
  Chairman and CEO

  



 

















 


I
hereby agree to the terms and conditions governing this Award as set forth in
this agreement.


 


 


	
  Date:

  	
  October
  20, 2009

  	
   

  	
  /s/
  Judy Altmaier

  
	
   

  	
  Judy
  Altmaier

  



 


Note:  If you do not wish to
accept this Award on the terms stated in this agreement, please contact Toro’s
Vice President, Secretary and General Counsel immediately to decline the grant.